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13 Oct 2011 16:49
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
ZHEJIANG EXPRESSWAY CO., LTD.
(A joint stock limited company incorporated in the People's Republic of China
with limited liability) (Stock code: 0576) Announcement on Resolutions Passed at the EGMResults of EGM
Zhejiang Expressway Co., Ltd. (the "Company") held an extraordinary general meeting (the "EGM") at 3:00 p.m. on Thursday, October 13, 2011 at 12/F, Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou, Zhejiang Province, the People's Republic of China (the "PRC").
Shareholders of the Company (the "Shareholders") who attended the EGM by proxy represented a total of 3,579,447,278 shares of the Company entitled to attend and to vote at the EGM, or 82.42% of the total issued share capital of the Company. The EGM was convened by the board of directors of the Company (the "Board"), and Chairman of the Company, Mr. Chen Jisong, chaired the EGM.
After considering the ordinary resolution proposed by the Board, the Shareholders resolved through voting by way of poll to approve and declare an interim dividend of Rmb6 cents per share in respect of the six months ended June 30, 2011, with 3,579,447,278 shares voted in the affirmative (representing 100 % of the total shares held by the Shareholders present at the EGM) and no share voted in the negative.
The total number of issued shares of the Company entitling the holders to attend and vote at the EGM in respect of the ordinary resolution was 4,343,114,500. There was no share entitling any holder to attend and vote only against the resolution at the EGM. Ms. Julie Zhu of the Company's auditors, Deloitte Touche Tohmatsu Certified Public Accountants, was appointed and acted as scrutineer for the vote taking during the EGM. No person was required to abstain from voting at the EGM in relation to the above.
Further information on the payment of interim dividend for the six months ended June 30, 2011
As more than half of votes cast by the Shareholders present at the EGM were in favor of the proposed ordinary resolution, the payment of an interim dividend of Rmb6 cents per share for the six months ended June 30, 2011 has been approved. Shareholders whose names appeared in the register of members of the Company on Monday, October 24,2011 (the "Record Date") are entitled to the said interim dividend.
For determining the entitlement to the proposed interim dividend, the register of members holding H shares of the Company (the "H Shares") will be closed from Wednesday, October 19, 2011 to Monday, October 24, 2011, both days inclusive, during which period no transfer of H Shares will be effected. In order for holders of H Shares to qualify for the proposed interim dividend, all transfers of H Shares accompanied by the transfer instruments and relevant share certificates must be lodged with the Company's share registrars in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/ F Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, October 18, 2011.
Pursuant to the Company's articles of association, dividends of H Shares shall be paid in Hong Kong dollars according to the average closing price of Hong Kong dollars to Renminbi declared by the People's Bank of China in the five trading days immediately preceding the date of the declaration of dividends. The applicable exchange rate for the purpose of the payment of the interim dividend is therefore HK$1.00 to Rmb0.8199.
According to the Law on Corporate Income Tax of the People's Republic of China and the relevant implementing rules (the "CIT Law"), the Company is obliged to withhold for payment the corporate profit tax, which is at the rate of 10%, from the payment of dividends to non-resident enterprises (as defined under the CIT Law, including HKSCC (Nominees) Limited, other nominees, trustees or other groups and organizations) who are holders of H Shares. Dividends paid to natural persons who are holders of H Shares are not subject to individual income tax for the time being.
The interim dividend of HK$6.586 cents per share net of Corporate Income Tax for non- resident enterprises or HK$7.318 cents per share for natural persons is expected to be paid to holders of H Shares on Thursday, November 3, 2011.
Investors should read this announcement carefully. The Company will withhold for payment the corporate profit tax strictly in accordance with the relevant laws or requirements of the relevant governmental departments and strictly based on what has been registered on the H Share register of members on the Record Date. The Company will owe no liability whatsoever in respect of, and will not entertain any claims arising from any delay in or inaccurate determination of, the status of the Shareholders, or any disputes over the mechanism of withholding.
By order of the Board Zhejiang Expressway Co., Ltd. Tony Zheng Company Secretary Hangzhou, the PRC, October 13, 2011
As at the date of this announcement, the executive directors of the Company are: Messrs. Chen Jisong, Zhan Xiaozhang, Jiang Wenyao, Zhang Jingzhong and Ding Huikang; the non-executive director is Mrs. Zhang Luyun; and the independent non-executive directors are: Messrs. Tung Chee Chen, Zhang Junsheng and Zhang Liping.
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